Second Year Revenue definition

Second Year Revenue means (A) all revenue recognized by Parent, the Surviving Corporation or any of their respective affiliates, in accordance with generally accepted accounting principles, consistently applied, with respect to the Business during the period commencing on the eighteen month anniversary of the Closing Date and ending on the twenty-four month anniversary of the Closing Date (such anniversary, the "Twenty-four Month Anniversary") (the "Second Year Gross Revenue"), minus (B) any Second Year Bad Debt Expense (as defined herein). "Second Year Bad Debt Expense" means, subject to the immediately following sentence, an amount equal to the product of (X) (1) the amount recorded by Parent or the Surviving Corporation as actual write-offs of revenue of the Business during the First Year divided by First Year Gross Revenue minus (2) 0.01 multiplied by (Y) Second Year Gross Revenue, but only to the extent such product exceeds one percent (1.0%) of the Second Year Gross Revenue. Notwithstanding anything in this Agreement to the contrary, in the event the amount recorded by Parent or the Surviving Corporation as actual write-offs of revenue of the Business during the Second Year exceeds nine percent (9.0%) of the Second Year Gross Revenue, Second Year Bad Debt expense shall be deemed to equal eight percent (8.0%) of the Second Year Gross Revenue.
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Second Year Revenue shall have the meaning set forth in Section 1.4(b).
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Examples of Second Year Revenue in a sentence

  • The Seller shall have until thirty (30) days after the delivery of the Closing Date Net Working Capital, the First Year Revenue, the Second Year Revenue, and the Third Year Revenue, as applicable, to review such calculations and propose any adjustments thereto.

  • No Second Year Contingent Payment shall be made if Fee Revenue for the Second Year is equal to or less than Threshold Second Year Revenue.

  • The fees and expenses of the Independent Accountant shall be paid by the party whose estimate of the Closing Date Net Working Capital, the First Year Revenue, the Second Year Revenue, and the Third Year Revenue, as applicable, is furthest from the Independent Accountant’s calculation of the same.

  • If Seller receives an amount greater than the Second Year Revenue Share from the delivery of Management Fees during the Second Year, Seller will promptly deliver to Buyer all Management Fees received by Seller during the Second Year in excess of the Second Year Revenue Share by wire transfer of immediately available funds to an account designated in writing by Buyer.

  • For the 12-month period commencing on the second anniversary of the Revenue Measure Date and ending on the third anniversary of the Revenue Measure Date (the “Third Year”), Seller shall be entitled to a portion of the Revenue Share equal to an amount not to exceed the sum of (i) the Third Year Revenue Share plus (ii) the amount by which the payments made to Seller under Section 2.9(a) are less than Second Year Revenue Share (such sum, the “Third Year Maximum Amount”).

  • If the Second Year Revenue equals or exceeds $61.5 million, on the applicable Settlement Date, the Purchaser shall pay to the Seller $7 million.

  • In the event the First Anniversary Payment was adjusted pursuant to paragraph (b) above on account of a First Year Deficit Adjustment and the First Year Revenue and the Second Year Revenue exceed Sixty Two Million Dollars ($62,000,000) in the aggregate, the Second Anniversary Payment shall be adjusted upward in an amount equal to the First Year Deficit Adjustment.

  • For example, if 80% of the Second Year Revenue Target is met in the Second Year (i.e., if Recurring Revenue is $34 million), the amount of the Second Earn-Out Payment will be $8,666,666.67.

  • The Purchaser and the Seller shall have the right to dispute the calculation of the Second Year Revenue (and any items therein) and make any proposed adjustments thereto as provided in Section 1.5(c).

  • All adjustments proposed by the Seller shall be set out in detail in a written statement delivered to the Purchaser (the “Adjustment Statement”) and shall be incorporated into the Closing Date Balance Sheet, the First Year Revenue, the Second Year Revenue, and the Third Year Revenue, as applicable, unless the Purchaser shall object in writing to such proposed adjustments within five (5) days of receipt of the Adjustment Statement.